2023 Annual Meeting

TO THE SHAREHOLDERS OF THE UTILITIES EMPLOYEES CREDIT UNION (UECU):

The Supervisory Committee oversees the quality and integrity of UECU’s financial statements and internal control framework to ensure UECU’s financial position is fairly presented and the organization is operating within the guidelines and policies set forth by governing bodies. The Committee meets quarterly with Compliance, Internal Audit, Risk, and Executive Management of UECU to discuss audit plans, regulatory compliance, risk assessments, ethics and member issues.

The Committee engaged RKL LLP to perform the annual financial statement audit and they expressed an unmodified opinion on UECU’s 2022 financial statements. In addition, the Pennsylvania Department of Banking and Securities and the National Credit Union Administration examine the credit union annually. All of these examinations are designed to review UECU’s compliance with credit union policies and procedures, state and federal regulations, and Generally Accepted Accounting Principles and to confirm that UECU is well positioned financially and remains a safe and sound financial institution.

Respectfully submitted,

UECU Supervisory Committee

Kathleen Lindsey, Chair

Jamie Noon

Kristie Perrone

Time: 8:30 a.m.

Place: Utilities Employees Credit Union, 11 Meridian Blvd., Wyomissing, PA and Webinar

Present: (*present via webinar)

Board Chair Metzler called the meeting to order and welcomed attendees to the 2022 annual meeting. He verified that a quorum was present.

Chair Metzler then proceeded to introduce the Board of Directors and Officers, the Supervisory Committee members and the Executive Management team.

Chair Metzler explained that the minutes of the last annual meeting held on March 25, 2021, were included in the attached document provided within the Webinar and also in the handouts if you attended in-person. He asked for a motion to be made to dispense with the reading of the minutes. Upon motion made by Joseph Deane, seconded by Jaquana Miles and unanimously carried, the reading of the minutes were dispensed. Mr. Metzler asked if there was any further discussion on the minutes and hearing none, the minutes were approved as presented.

Ms. Noon presented the Supervisory Committee’s report for 2021 outlining the audit process and duties of the Committee. Chair Metzler asked if there were any questions relating to the Supervisory Committee Report. As there were none, upon motion made by Andy Koehler, seconded by Thomas O’Brien and unanimously carried, the Supervisory Committee report was accepted.

Mr. Krevolin presented the President’s report, which included highlights of the accomplishments of UECU during 2021 and the 2021 financial results. Chair Metzler asked if there were any questions relating to the President’s Report. As there were none, upon motion made by Thomas O’Brien, seconded by Andrew Koehler and unanimously carried, the President’s Report was accepted.

The Chair then called for any unfinished business. There being none, he proceeded with the order of business.
Chair Metzler stated that the first item of new business was the election of three directors. On behalf of the Board Governance Committee, Mr. Deane presented the following nominations: Andrew Koehler, Jaquana Miles and Thomas O’Brien for a term of three years expiring March 2025.

Mr. Metzler then stated that, as there were no additional nominations submitted by the February 15th deadline, the nominations were closed. A vote of members present in-person and online were carried out. The vote was 40 FOR and 1 AGAINST. On motion made by Bret Krevolin, seconded by Kristine Pizzo and unanimously carried, the Secretary was instructed to cast one ballot on behalf of the members present in favor of the election of the above-named persons as directors of the Credit Union.

Mr. Metzler stated that the second item of new business was to approve an Amendment to UECU’s Bylaws to Provide for Director Compensation and Term Limits.

As required by our Bylaws and Pennsylvania Department of Banking and Securities Code proper notice was given to the membership with regard to the proposed amendments to the Bylaws.

The Board of Directors believes it is in the best interests of the Credit Union to adopt a compensation program for the Board and Supervisory Committee members and to impose term limits on these officials.

The Board Governance Committee and the Board have conducted due diligence using third party experts to develop an Officials Compensation Policy and to determine a level of reasonable compensation based upon this due diligence and independent research of compensation paid by peer credit unions on a national and regional basis.

Prior to asking for a vote on these amendments the floor was opened to any questions on the proposed amendments. Ms. Mann discussed her opposition to this amendment. Mr. Metzler thanked her for her comments. Mr. Metzler then called for a vote. The results were 38 FOR and 3 AGAINST. Mr. Metzler declared that the amendments to the Bylaws were approved by the membership of Utilities Employees Credit Union and that these amendments will be filed with the Pennsylvania Department of Banking and Securities.”

Chair Metzler called for any further business. Ms. Daelhousen had a concern regarding the credit union opening up the membership in the state of Pennsylvania through PACC. Mr. Larkin explained that we are still committed to the utility industry but this is a way of being able to grow the credit union membership.

As there was no further business, upon motion made by Joseph Deane, seconded by Jaquana Miles and unanimously carried, the meeting adjourned at 9:26 a.m.

Bret H. Krevolin
Secretary

January 4, 2023

Board Governance Committee Members,

Our governance policies charge the Board Governance Committee with nomination of candidates for open Director seats, which shall be completed at least 75 days before the Annual Meeting of Members (March 30, 2023).

The following Directors’ terms expire on March 30, 2023:

• Joseph J. Deane
• Alan R. Metzler
• David Okuwobi

Each Director agreed to serve a 3-year term if nominated and it is recommended that the Committee nominate them for the open seats. Please cast your vote to approve these nominations by end of day on Wednesday, January 11 and the action will be recorded, which will need to be presented by a Committee member at our March 30^th Annual Meeting.

Joe Deane will be elected as the new Chair and Tom O’Brien will become the Vice Chair until March 2025.

Thank you.